TIDMGLAN
RNS Number : 3502M
Glantus Holdings PLC
13 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
13 September 2023
RECOMMED CASH ACQUSITION
OF
GLANTUS HOLDINGS PLC
BY
GENESIS BIDCO LIMITED
(A NEWLY INCORPORATED PRIVATE LIMITED COMPANY WHOLLY-OWNED BY
BASWARE OY)
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER
CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
Results of the Scheme Meeting and the Extraordinary General
Meeting
On 14 August 2023, Genesis Bidco Limited ("Bidco") and the board
of directors of Glantus Holdings plc ("Glantus" or the "Company")
announced that they had reached agreement on the terms of a
recommended all cash offer by Bidco, which has been unanimously
recommended by the Glantus Board and pursuant to which Bidco, a
newly incorporated private limited company wholly-owned by Basware
Oy ("Basware"), will acquire the entire issued and to be issued
share capital of Glantus (the "Acquisition"). It is intended that
the Acquisition will be implemented by means of a High Court
sanctioned scheme of arrangement under Chapter 1 of Part 9 of the
Act (the "Scheme").
Result of the Scheme Meeting and Extraordinary General
Meeting
Glantus is pleased to announce that, at the Scheme Meeting and
Extraordinary General Meeting ("EGM") (together, the "Meetings")
each held earlier today, the requisite majority of Scheme
Shareholders voted (either in person or by proxy) to approve the
Scheme at the Scheme Meeting and the requisite majority of Glantus
Shareholders (either in person or by proxy) voted to pass the EGM
Resolutions in connection with the implementation of the Scheme,
including the amendment to Glantus' articles of association, at the
EGM.
The Resolutions were therefore duly passed. Full details of the
Resolutions are set out in the notice of the Scheme Meeting and the
notice of the EGM of Glantus contained in Parts IX and X of the
Scheme Document, respectively.
The total number of Glantus Shares in issue at the Voting Record
Time was 51,132,553. Glantus does not hold any ordinary shares in
treasury. Therefore, the total voting rights in Glantus at the
Voting Record Time were 51,132,553.
Voting results of the Scheme Meeting
The Scheme Meeting sought approval from holders of Scheme Shares
for the Scheme. Each Scheme Shareholder, present in person or by
proxy, was entitled to vote one Scheme Share held at the Voting
Record Time.
A majority in number of Scheme Shareholders who voted (either in
person or by proxy), representing 100 per cent. by value of those
Scheme Shares voted in favour of the Scheme Meeting Resolution to
approve the Scheme.
Accordingly, the Scheme Meeting Resolution proposed at the
Scheme Meeting was duly passed.
Details of the votes cast were as follows:
No. of % of Scheme No. of % of % of
Scheme Shareholders Shareholders Scheme Scheme Shares
present present Shares Shares present
and voting and voting present present and voting
in person in person and voting and voting in person
or by proxy or by proxy in person in person or by
or by or by proxy
proxy proxy as a %
of all
Scheme
Shares
in issue
For 17 80.95 36,751,520 100.00 71.87
--------------------- -------------- ------------ ------------ ------------
Against 0 0 0 0 0
--------------------- -------------- ------------ ------------ ------------
Total 17 80.95 36,751,520 100.00 71.87
--------------------- -------------- ------------ ------------ ------------
Abstain 1 3,139
--------------------- -------------- ------------ ------------ ------------
Voting results of the Extraordinary General Meeting
The Extraordinary General Meeting sought approval for the
resolutions for the purpose of giving effect to the Scheme and
associated amendments to the articles of association of the
Company.
Each Glantus Shareholder, present in person or by proxy, was
entitled to one vote per Glantus Share held at the Voting Record
Time.
The EGM Resolutions was duly passed by the requisite
majority.
Details of the votes cast were as follows:
Ordinary Resolution
No. of Glantus No. of Glantus % of Glantus
Shareholders Shares present Shares present
present and and voting in and voting
voting in person person or by in person or
or by proxy proxy by proxy
For 18 35,012,236 100
------------------ ---------------- ----------------
Against 0 0 0
------------------ ---------------- ----------------
Total 18 35,012,236 100
------------------ ---------------- ----------------
Abstain 1 588,235
------------------ ---------------- ----------------
Special Resolution
No. of Glantus No. of Glantus % of Glantus
Shareholders Shares present Shares present
present and voting and voting in and voting in
in person or person or by proxy person or by
by proxy proxy
For 17 35,010,717 100
-------------------- -------------------- ----------------
Against 0 0 0
-------------------- -------------------- ----------------
Total 17 35,010,717 100
-------------------- -------------------- ----------------
Abstain 2 589,754
-------------------- -------------------- ----------------
Irrevocable undertakings
In the Scheme Document it was reported that Bidco had received
irrevocable undertakings that represent approximately 72.34% of the
issued share capital of Glantus on 11 August 2023 (being the latest
practicable date prior to the publication of the Announcement).
Unfortunately, due to circumstances beyond the control of those
Glantus Shareholders giving the irrevocable undertakings, certain
nominees through whom such Shareholders hold shares did not manage
to appoint proxies by the required deadlines. These counted for, in
aggregate, 2,533,104 Scheme Shares in respect of the Scheme Meeting
and 4,746,517 Glantus Shares in respect of the EGM.
Next steps and timetable
The outcome of today's Meetings means that Conditions 2.1, 2.2
and 2.3 (as set out in Part V of the Scheme Document) have been
satisfied. The Scheme remains subject to the satisfaction or (where
applicable) waiver of the remaining Conditions as set out in Part
III of the Scheme Document, including (amongst other things) the
sanction of the Scheme by the Court at the Court Hearing and the
delivery of a copy of the Court Order to the Registrar of
Companies.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 6 of the
Scheme Document and as set out in the appendix below. The dates are
indicative only and are subject to change. The dates will depend,
among other things, on the dates upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) a copy of the Court Order is
delivered to the Registrar of Companies.
If any of the expected times and/or dates change, the revised
times and/or dates will be notified by Glantus through a Regulatory
Information Service. Any revisions or changes to these dates and/or
times will be notified in the same way.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
All references to times are to times in London unless otherwise
stated.
Enquiries
Glantus Holdings
Maurice Healy, CEO
Susan O'Connor, Interim CFO + 353 862677800
Shore Capital (Financial Adviser, Nominated
Adviser and Broker to Glantus) + 44 207 408 4090
Patrick Castle
Tom Knibbs
Lucy Bowden
Yellow Jersey PR (Public Relations Advisor
to Glantus) +44 7747 788 221
Charles Goodwin
Annabelle Wills
Basware + 358 09 879171
Jason Kurtz, CEO
Martti Nurminen, CFO
Rothschild & Co (Financial Advisor to Basware
and Bidco) +44 20 7280 5000
Anton Black
Mitul Manji
Tom Guinness
Statements required by the Irish Takeover Rules
The Bidco Directors and the Basware Directors accept
responsibility for the information contained in this Announcement
other than that relating to Glantus, the Glantus Group and the
Glantus Directors and members of their immediate families, related
trusts and persons connected with them. To the best of the
knowledge and belief of the Bidco Directors and the Basware
Directors (who, in each case, have taken all reasonable care to
ensure that this is the case), the information contained in this
Announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The Glantus Directors accept responsibility for the information
contained in this Announcement relating to Glantus, the Glantus
Group and the Glantus Directors and members of their immediate
families, related trusts and persons connected with them. To the
best of the knowledge and belief of the Glantus Directors (who, in
each case, have taken all reasonable care to ensure such is the
case), the information contained in this Announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
Shore Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Glantus and no one
else in connection with the Acquisition and other matters referred
to in this Announcement and will not be responsible to anyone other
than Glantus for providing the protections afforded to clients of
Shore Capital, or for providing advice in connection with the
Acquisition, the content of this Announcement or any matter or
arrangement referred to herein. Neither Shore Capital nor any of
its subsidiaries or affiliates, directors, officers employees or
agents owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Shore Capital in connection with this Announcement,
the Acquisition, any statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Bidco and Basware as financial adviser
and no one else in connection with the Acquisition and other
matters set out in this Announcement and will not be responsible to
anyone other than Bidco and Basware for providing the protections
afforded to clients of Rothschild & Co, or for providing advice
in connection with the Acquisition, the content of this
Announcement or any matter or arrangement referred to herein.
Neither Rothschild & Co nor any of its affiliates or partners,
directors, officers employees or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co
in connection with this Announcement, the Acquisition, any
statement contained herein or otherwise.
Arthur Cox LLP is acting as legal adviser to Bidco and Basware
and DAC Beachcroft LLP is acting as legal adviser to Glantus.
No Offer or Solicitation
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of any offer
or invitation, or the solicitation of an offer, to purchase or
otherwise acquire, subscribe for, sell or otherwise dispose of any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document (or, if
applicable, the Takeover Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect
of, or other response to, the Acquisition, should be made only on
the basis of the information contained in the Scheme Document (or,
if applicable, the Takeover Offer Document).
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
Cautionary Statement Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements
with respect to Bidco, Basware and Glantus. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "believe", "will", "may", "would",
"could" or "should" or other words of similar meaning or the
negative thereof. The expectations and beliefs of Bidco, Basware
and Glantus regarding these matters may not materialise. Actual
outcomes and results may differ materially from those contemplated
by these forward looking statements as a result of uncertainties,
risks, and changes in circumstances, including but not limited to
risks and uncertainties related to: the ability of Glantus and
Bidco to consummate the Acquisition in a timely manner or at all;
the satisfaction (or waiver) of any conditions to the consummation
of the Acquisition, including with respect to the approval of
Glantus Shareholders and any required regulatory approvals;
potential delays in consummating the Acquisition; the ability of
Glantus and Bidco to timely and successfully achieve the
anticipated strategic benefits or opportunities expected as a
result of the Acquisition; the successful integration of Glantus
into the Basware Group subsequent to Completion and the timing of
such integration; the impact of changes in global, political,
economic, business, competitive, market and regulatory forces; the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Transaction
Agreement; adverse effects on the market price of Glantus'
securities and on the Glantus or the Basware Group's operating
results because of a failure to complete the Acquisition; and the
effect of the announcement or pendency of the Acquisition on the
Glantus or Basware business relationships, operating results and
business generally; and the costs related to the Acquisition.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Bidco, Basware or
Glantus or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Neither Bidco, the Basware Group nor Glantus undertake any
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
Disclosure requirements of the Irish Takeover Rules
Under the provisions of Rule 8.3(a) of the Irish Takeover Rules,
any person who is 'interested' in 1% or more of any class of
'relevant securities' of the Company must make an 'opening position
disclosure' following the commencement of the 'offer period'. An
'opening position disclosure' must contain the details contained in
Rule 8.6(a) of the Irish Takeover Rules, including, among other
things, details of the person's 'interests' and 'short positions'
in any 'relevant securities' of the Company. An 'opening position
disclosure' by a person to whom Rule 8.3(a) applies must be made by
no later than 3:30pm. (GMT+1) on the day falling ten 'business
days' following the commencement of the 'offer period'. Relevant
persons who deal in any 'relevant securities' prior to the deadline
for making an 'opening position disclosure' must instead make a
'dealing' disclosure as described below.
Under the provisions of Rule 8.3(b) of the Irish Takeover Rules,
if any person is, or becomes, 'interested' in 1% or more of any
class of 'relevant securities' of the Company, that person must
publicly disclose all 'dealings' in any 'relevant securities' of
the Company during the 'offer period', by not later than 3:30pm.
(GMT+1) on the 'business day' following the date of the relevant
transaction.
If two or more persons co-operate on the basis of any agreement
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of the Company or any
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.
In addition, any offeror must make an 'opening position
disclosure' by no later 12:00 noon (GMT+1) on the date falling ten
'business days' following the commencement of the 'offer period' or
the announcement that first identifies a securities exchange
offeror, as applicable, and disclose details of any 'dealings' by
it or any person 'acting in concert' with it in 'relevant
securities' during the 'offer period', by no later than 12:00 noon
(GMT+1) on the business day following the date of the transaction
(see Irish Takeover Rules 8.1, 8.2 and 8.4).
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
No profit forecast, estimate or asset valuations
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Bidco, Basware or Glantus respectively for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Bidco, Basware or Glantus respectively. No statement in this
Announcement constitutes an asset valuation.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, subject to the terms of the
Transaction Agreement, compliance with the Irish Takeover Rules and
with the consent of the Irish Takeover Panel, to implement the
Acquisition by way of a Takeover Offer for the entire issued and to
be issued share capital of Glantus as an alternative to the Scheme.
In such an event, the Takeover Offer will be implemented on the
same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to
the amendments referred to in Appendix I to this Announcement and
in the Transaction Agreement.
Publication on website
Pursuant to Rule 26.1 of the Irish Takeover Rules, this
Announcement will be made available on Basware's website
(https://www.basware.com/) and on Glantus' website
(https://www.glantus.com/) by no later than 12:00 noon (GMT+1) on
the 'business day' following this Announcement.
Neither the content of any such website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this Announcement.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
The aggregate amount payable to each Glantus Shareholder in
accordance with the Acquisition shall be rounded down to the
nearest whole pence value.
Requesting hard copy documents
Any Glantus Shareholder may request a copy of this Announcement
or the Scheme Document in hard copy form by writing to Glantus
(Attn: Paula Nolan, Company Secretary, Glantus Holdings plc, Marina
House, Block V, Eastpoint Business Park, Dublin, D03 AX24, Ireland)
or Bidco, (Attn: Genesis Bidco Limited, 10 Earlsfort Terrace,
Dublin 2, D02 T380). Any written requests must include the identity
of the Glantus Shareholder and any hard copy documents will be
posted to the address of the Glantus Shareholder provided in the
written request. If you have received this Announcement and/or the
Scheme Document in electronic form, a hard copy of this
Announcement and/or the Scheme Document will not be provided unless
such a request is made.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Glantus Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Glantus may be provided to Bidco during the
offer period as required under Section 4 of Appendix 1 of the Irish
Takeover Rules to comply with Rule 2.10(b).
General
The laws of certain jurisdictions may affect the availability of
the Acquisition to persons who are not resident in Ireland or the
United Kingdom. Persons who are not resident in Ireland or the
United Kingdom, or who are subject to laws of any jurisdiction
other than Ireland or the United Kingdom, should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with the Laws of Ireland and the Irish Takeover Rules and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the Laws of jurisdictions outside of Ireland. Unless otherwise
determined by Basware and Bidco or required by the Irish Takeover
Rules, and permitted by applicable Law and regulation, the
Acquisition will not be made available directly or indirectly, in,
into or from any Restricted Jurisdiction and no person may vote in
favour of the Acquisition by any use, means, instrumentality or
facilities from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the Laws
of that jurisdiction.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Bidco, Basware and Glantus disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
Overseas Shareholders
The distribution, release or publication of this announcement in
or into certain jurisdictions other than Ireland or the United
Kingdom may be restricted by the laws of those jurisdictions and
therefore any persons who are subject to the laws of any
jurisdiction other than Ireland or the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a
violation of the securities laws of such jurisdiction. This
announcement is not intended to and does not constitute, or form
part of, any offer to sell or issue or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying with
Irish law and the Irish Takeover Rules and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the Laws and regulations of any jurisdiction outside of
Ireland.
The attention of Glantus Shareholders who are resident in, or
citizens of, or who have a contractual or legal obligation to
forward this announcement to persons in, Restricted Jurisdictions
is drawn to paragraph 13 in Part III (Explanatory Statement (In
Compliance with Section 452 of the Act)) of the Scheme
Document.
APPIX
Expected Timetable of Principal Events
The following dates are provided by way of indicative guidance
only, are subject to change and will depend, amongst other
things, on the date on which certain Conditions to the Scheme
are satisfied or, if capable of waiver, waived and on the
date on which the Court sanctions the Scheme. Please also
see note (1) below. Glantus will give adequate notice of all
of these dates, when known, by issuing an announcement through
a Regulatory Information Service. Further updates or changes
to other times or dates indicated below shall, at Glantus'
discretion, be notified in the same way. Please also see note
(2) below.
Event Time Date
------------- --------------------
Intended date to present 19 September
petition to the High Court 2023
to issue directions to
fix Court Hearing date
------------- --------------------
Intended date for Court 5 October 2023
Hearing (of the petition
to sanction the Scheme)
------------- --------------------
Expected last day of dealings 5 October 2023
in Glantus Shares
------------- --------------------
Scheme Record Time(4) 11:59 p.m. 5 October 2023
------------- --------------------
Effective Date of the 6 October 2023
Scheme
------------- --------------------
Cancellation of the AIM 9 October 2023
listing of Glantus shares
by the London Stock Exchange
------------- --------------------
Settlement of cash consideration within 14 days
due under the Scheme of the Effective
Date
------------- --------------------
Notes:
(1) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the conditions of the Scheme
are satisfied or (if capable of waiver) waived; and (ii) the
sanction of the Scheme by the High Court and the delivery of a copy
of the Court Order to the Registrar of Companies.
(2) All times shown in this document are GMT+1 unless otherwise stated.
(3) Persons who hold their interests in Glantus Shares as
Belgian law rights through the Euroclear Bank System or as CDIs
should consult with their stockbroker or other intermediary at the
earliest opportunity for further information on the processes and
timelines for submitting proxy votes for the Scheme Meeting and EGM
via their respective systems.
(4) Glantus Shares will be disabled in the EuroClear Bank System from this time.
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END
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